UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 20, 2026, Breeze Acquisition Corp. II (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company has not filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Initial Delinquent Filing”) and its Quarterly Report on Form 10-Q for the period ended June 30, 2026 (together with the Initial Delinquent Filing, the “Delinquent Filings”), the Company no longer complies with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
The Notice has no immediate effect on the listing or trading of the Company’s securities on The Nasdaq Stock Market. Pursuant to the Notice, the Company has 30 calendar days, or until September 21, 2026, to submit a plan to regain compliance with Nasdaq’s listing rules with respect to the Delinquent Filings (the “Plan”). If Nasdaq accepts the Plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the Initial Delinquent Filing’s due date, or until December 28, 2026, to regain compliance. Any subsequent periodic filing that becomes due within the 180-day exception period must be filed no later than the end of such period. If the Plan is not accepted by Nasdaq, the Company will have the opportunity to appeal that decision to a Hearings Panel.
The Company intends to take the steps necessary to regain compliance with Nasdaq’s listing rules as soon as practicable or, alternatively, to submit the Plan to Nasdaq within the required timeframe. However, there can be no assurance that the Company will take the steps necessary to regain compliance within the required period, that the Plan will be accepted by Nasdaq, that the Company will be granted an exception, or that the Company will be able to meet the conditions of any exception or the continued listing requirements during any compliance period that may be granted.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding the Company’s intention to submit a compliance plan to Nasdaq, the Company’s ability to regain compliance with Nasdaq’s listing rules, and similar expectations, beliefs, plans, objectives, assumptions or projections. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “might,” “possible,” “potential,” “may,” “would,” “could,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties, including, without limitation, the Company’s ability to respond in a timely and satisfactory manner to Nasdaq’s inquiries, the Company’s ability to become current with its periodic reports with the SEC, and the risk that the completion and filing of the Delinquent Filings will take longer than expected. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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Item 7.01. Regulation FD Disclosure.
As required under Nasdaq Listing Rule 5810(b), on August 21, 2026, the Company issued a press release announcing receipt of the Notice from Nasdaq. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release of Breeze Acquisition Corp. II, dated August 21, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BREEZE ACQUISITION CORP. II | ||
| By: | /s/ J. Douglas Ramsey | |
| J. Douglas Ramsey, Ph.D. | ||
| Chief Executive Officer and Chief Financial Officer | ||
Dated: August 21, 2026
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